Terms of Service

1. Definitions

• Service — the GPU IQ SaaS platform and its websites, APIs, PDF exports, integrations, and documentation, including features made available at app.gpuiq.ai, admin.gpuiq.ai, partner.gpuiq.ai, learn.gpuiq.ai, and consumersignals.gpuiq.ai.
• Customer Data — any data, content, or materials submitted, imported, or caused by Customer to be processed through the Service, including prompts and outputs of AI features.
• Authorized User — an individual employee, contractor, or agent Customer has authorized to use the Service.
• Order Form — any signed order, pilot agreement, purchase order, or online subscription referencing these Terms.
• DPA — the Data Processing Agreement attached to or referenced by the Order Form.
• Sub-processors — third parties engaged by Company to process Customer Data, listed at gpuiq.ai/legal/subprocessors.

2. The Service and Authorized Users

Subject to these Terms and any Order Form, Company grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term for Customer's internal business purposes. Customer is responsible for Authorized User credentials, activity under Customer's account, and ensuring Authorized Users comply with these Terms.

3. Acceptable use

Customer shall not, and shall not permit any third party to:

• Reverse engineer, decompile, or derive source code or non-public model weights
• Use the Service to build a competing product or benchmark it for competitive purposes without written consent
• Process data for which Customer lacks a lawful basis, including HIPAA or PCI DSS categories without supplementary agreement
• Upload malicious code, probe for vulnerabilities outside sanctioned disclosure, or circumvent security
• Resell, sublicense, or white-label without a separate partner agreement
• Use the Service in violation of applicable law (export-control, sanctions, privacy, data-protection)
• Use AI features to produce unlawful, infringing, or harassing content
• Cause the Service to make automated decisions with legal or similarly significant effect without required human review

4. Customer Data and intellectual property

Customer ownership

As between the parties, Customer owns Customer Data. Customer grants Company a non-exclusive, worldwide, royalty-free license to use, host, copy, transmit, process, display, and modify Customer Data solely to provide and improve the Service for Customer and to comply with law.

Company ownership

Company owns the Service, its software, models, scoring engines, taxonomies, data structures, aggregated usage statistics (in de-identified form), and any modifications, improvements, or derivative works.

No training license

Company will not use Customer Data (including Customer prompts, outputs, meeting transcripts, account uploads, or configuration) to train, fine-tune, or improve Company's AI models or any third-party AI model. This commitment flows down to Sub-processors engaged for AI inference.

Aggregated and de-identified data

Company may generate and use aggregated, anonymised, or de-identified data from Customer's use of the Service for product improvement, security, benchmarking, and marketing, provided such data does not identify Customer, any Authorized User, or any individual.

Feedback

Customer grants Company a perpetual, irrevocable, worldwide, royalty-free license to use Feedback about the Service without restriction. Feedback is not treated as Customer Confidential Information.

Prospect and third-party data

When Customer uses the Service to process data about prospects, contacts, or other third parties, Customer represents and warrants that it has the lawful basis required by applicable law.

5. AI features — disclosure and disclaimer

The Service includes features that use artificial-intelligence models to generate text, extract structure, score accounts, recommend actions, and produce briefs, deal terms, and other outputs ("AI Outputs"). Customer acknowledges that:

• AI Outputs may be inaccurate, incomplete, or inconsistent
• AI Outputs are not legal, financial, tax, medical, or professional advice
• Customer is responsible for reviewing AI Outputs before acting on them
• AI Outputs do not create a fiduciary, advisory, or privileged relationship
• Company makes no warranty as to accuracy, fitness for specific purpose, or freedom from hallucination

Company disclaims liability for decisions made or actions taken based on AI Outputs, to the maximum extent permitted by law.

6. Third-party integrations

The Service integrates with third-party systems (Salesforce, Firebase, Anthropic, Hunter.io). Customer's use of a third-party system is governed by that third party's terms and privacy notice. Company is not responsible for the availability, security, or accuracy of third-party systems.

7. Fees, payment, and taxes

Customer will pay fees per the applicable Order Form. Unless otherwise stated:

• Fees are due within 30 days of invoice and non-refundable except as explicitly stated
• Customer pays all sales, use, VAT, GST, and similar taxes (excluding taxes on Company's net income)
• Late amounts accrue interest at the lesser of 1.5% per month or maximum allowed by law
• Company may suspend the Service for non-payment after 30 days' written notice

8. Beta and pilot features

Features designated "beta", "pilot", "preview", or "alpha" are provided as-is without warranty and may be modified, withdrawn, or bounded at Company's discretion. Sections 11 and 12 apply to beta features regardless of any other contract term.

9. Term and termination

These Terms apply from the effective date of the first Order Form or first use of the Service, whichever is earlier, and continue until all subscription terms have expired or are terminated.

Either party may terminate for material breach uncured after 30 days' notice, or immediately for insolvency. On termination, Customer's access ends, Customer may export Customer Data for 30 days, and Company deletes or anonymises Customer Data subject to legal retention.

10. Confidentiality

Each party protects the other's Confidential Information with the same degree of care it uses for its own similar information (not less than reasonable care). Standard carve-outs apply (publicly available, independently developed, rightfully received from third party, legally compelled). Confidentiality obligations survive 5 years, or as long as the information remains a trade secret.

11. Disclaimer of warranties

Except as expressly stated, the Service and AI Outputs are provided "as is" and "as available". Company disclaims all implied warranties, including merchantability, fitness for particular purpose, non-infringement, accuracy, and uninterrupted operation.

12. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or cost of substitute services.

Each party's total cumulative liability shall not exceed the greater of (a) the fees paid or payable by Customer in the 12 months preceding the event or (b) USD $100.

These limits do not apply to breach of acceptable-use, no-training, or confidentiality obligations, indemnification obligations, Customer's payment obligations, or liability that cannot be limited by law.

13. Indemnification

By Company

Company will defend Customer against third-party claims alleging the Service (as made available by Company and used in compliance with these Terms) infringes a U.S. patent, copyright, trademark, or trade secret, and will indemnify amounts finally awarded. Does not apply to claims arising from Customer Data, modifications, combinations with non-Company products, or use outside the Documentation.

By Customer

Customer will defend Company against third-party claims arising from Customer Data, Customer's breach of acceptable-use, violation of law, or processing data for which Customer lacked a lawful basis.

14. Data protection

Where Company processes Personal Data on Customer's behalf, the Data Processing Agreement at the applicable Order Form (or referenced at gpuiq.ai/legal/dpa once published) governs that processing, including Standard Contractual Clauses, UK IDTA, Swiss Addendum, and APPI-equivalent provisions. Sub-processors are listed at gpuiq.ai/legal/subprocessors.

15. Security

Company maintains an information-security program including TLS in transit, encryption at rest, role-based access control, MFA on administrative access, audit logging, and periodic access review. Material incidents affecting Customer Data are notified within 72 hours or applicable jurisdictional deadline, whichever is shorter.

16. Governing law and disputes

These Terms are governed by the laws of Delaware, excluding conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods.

Under $500,000: good-faith negotiation for 30 days, then binding AAA Commercial Arbitration in Wilmington, Delaware, before a single arbitrator.

$500,000 or more, or equitable relief: exclusive jurisdiction of the state and federal courts in Wilmington, Delaware. The Delaware Court of Chancery has jurisdiction for equitable matters under Delaware corporate law.

Prevailing party is entitled to reasonable attorneys' fees and costs.

17. Miscellaneous

• Assignment: neither party may assign without consent, except in merger, acquisition, or sale of substantially all assets.
• Force majeure: neither party is liable for failure to perform (excluding payment) due to events beyond reasonable control.
• Notices: to Company at legal@gpuiq.ai. To Customer at the account administrator email.
• Severability: unenforceable provisions are modified to the minimum extent necessary.
• Entire agreement: these Terms + Order Form + DPA + AUP + Documentation. Order of precedence: Order Form, DPA, these Terms, AUP, Documentation.
• Export and sanctions: Customer represents compliance with U.S., EU, UK export-control and sanctions laws.
• U.S. Government end users: Service is commercial computer software under FAR 12.212 and DFARS 227.7202.

18. Contact

• Legal notices: legal@gpuiq.ai
• Privacy and DSAR: privacy@gpuiq.ai
• Security: security@gpuiq.ai
• Support: support@gpuiq.ai